UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ________________ to ________________ Commission File No. 1-11778 I.R.S. Employer Identification No. 98-0091805 ACE LIMITED (Incorporated in the Cayman Islands) The ACE Building 30 Woodbourne Avenue Hamilton HM 08 Bermuda Telephone 441-295-5200 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ___X___ NO ________ The number of registrant's Ordinary Shares ($0.041666667 par value) outstanding as of August 11, 2000 was 217,922,847. ACE LIMITED INDEX TO FORM 10-Q Part I. FINANCIAL INFORMATION - - - ------------------------------ Page No. ------- Item 1. Financial Statements: Consolidated Balance Sheets June 30, 2000 (Unaudited) and December 31, 1999 3 Consolidated Statements of Operations (Unaudited) Three Months and Six Months Ended June 30, 2000 and 1999 4 Consolidated Statements of Shareholders' Equity (Unaudited) Six Months Ended June 30, 2000 and 1999 5 Consolidated Statements of Comprehensive Income (Unaudited) Six Months Ended June 30, 2000 and 1999 6 Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2000 and 1999 7 Notes to Interim Consolidated Financial Statements (Unaudited) 8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 19 Part II. OTHER INFORMATION - - - --------------------------- Item 6. Exhibits and Reports on Form 8-K 38 2 ACE LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30 December 31 2000 1999 ---- ---- (Unaudited) (in thousands of U.S. Dollars, except share and per share data) Assets Investments and cash Fixed maturities available for sale, at fair value (amortized cost - $9,801,608 and $10,080,402) $ 9,602,324 $ 9,849,803 Equity securities, at fair value (cost - $563,555 and $780,558) 642,822 933,314 Short-term investments, at fair value (amortized cost - $1,098,778 and $1,194,956) 1,098,952 1,192,875 Other investments, at fair value (cost - $476,661 and $303,714) 480,531 300,311 Cash 684,577 599,232 ----------------- ---------------- Total investments and cash 12,509,206 12,875,535 Accrued investment income 168,066 170,755 Insurance and reinsurance balances receivable 2,249,002 2,018,788 Accounts and notes receivable 510,197 533,863 Reinsurance recoverable 8,644,508 8,840,081 Deferred policy acquisition costs 579,286 514,425 Prepaid reinsurance premiums 741,594 580,244 Goodwill 2,877,449 2,822,718 Deferred tax assets 1,004,320 916,184 Other assets 921,220 850,295 ----------------- ---------------- Total assets $ 30,204,848 $ 30,122,888 ================= ================ Liabilities Unpaid losses and loss expenses $ 16,675,710 $ 16,460,247 Unearned premiums 2,986,503 2,428,828 Premiums received in advance 66,711 63,759 Insurance and reinsurance balances payable 1,253,597 1,735,956 Contract holder deposit funds 184,155 201,079 Accounts payable, accrued expenses and other liabilities 1,455,795 1,684,725 Dividend payable 31,197 23,921 Short-term debt 351,851 1,074,585 Long-term debt 1,424,228 1,424,228 Trust preferred securities 875,000 575,000 ----------------- ---------------- Total liabilities 25,304,747 25,672,328 ----------------- ---------------- Commitments and contingencies Mezzanine Equity FELINE PRIDES 311,050 - ----------------- ---------------- Shareholders' Equity Ordinary Shares ($0.041666667 par value, 300,000,000 shares authorized; 217,654,930 and 217,460,515 shares issued and outstanding) 9,069 9,061 Additional paid-in capital 2,199,165 2,214,989 Unearned stock grant compensation (26,494) (28,908) Retained earnings 2,552,532 2,321,570 Accumulated other comprehensive loss (145,221) (66,152) ----------------- ---------------- Total shareholders' equity 4,589,051 4,450,560 ----------------- ---------------- Total liabilities, mezzanine equity and shareholders' equity $ 30,204,848 $30,122,888 ================= ================ See accompanying notes to interim consolidated financial statements 3 ACE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months and Six Months Ended June 30, 2000 and 1999 (Unaudited) Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 ------------------------------------------------------------------------------ (in thousands of U.S. dollars, except per share data) Revenues Gross premiums written $ 1,950,067 $ 508,999 $ 3,947,027 $ 944,494 Reinsurance premiums ceded (736,182) (116,730) (1,276,120) (211,560) ------------- ------------- ------------- ------------- Net premiums written 1,213,885 392,269 2,670,907 732,934 Change in unearned premiums (46,049) (91,998) (398,265) (147,396) ------------- ------------- ------------- ------------- Net premiums earned 1,167,836 300,271 2,272,642 585,538 Net investment income 181,029 84,794 363,964 171,278 Net realized gains (losses) on investments (30,044) 25,307 26,696 42,561 ------------- ------------- ------------- ------------- Total revenues 1,318,821 410,372 2,663,302 799,377 ------------- ------------- ------------- ------------- Expenses Losses and loss expenses 768,111 255,471 1,483,594 412,352 Policy acquisition costs 163,728 31,471 314,370 65,824 Administrative expenses 182,864 41,149 376,872 95,799 Amortization of goodwill 19,324 4,514 38,970 8,934 Interest expense 53,947 4,147 111,136 8,677 ------------- ------------- ------------- ------------- Total expenses 1,187,974 336,752 2,324,942 591,586 ------------- ------------- ------------- ------------- Income before income taxes 130,847 73,620 338,360 207,791 Income tax expense 16,919 4,498 49,919 9,650 ------------- ------------- ------------- ------------- Net income $ 113,928 $ 69,122 $ 288,441 $ 198,141 ============= ============= ============ ============= Basic earnings per share $ 0.50 $ 0.36 $ 1.30 $ 1.02 ============= ============= ============ ============= Diluted earnings per share $ 0.49 $ 0.35 $ 1.28 $ 1.00 ============= ============= ============ ============= See accompanying notes to interim consolidated financial statements 4 ACE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the Six Months Ended June 30, 2000 and 1999 (Unaudited) Six Months Ended June 30 2000 1999 ------------- ------------- (in thousands of U.S. Dollars) Ordinary Shares Balance at beginning of period $ 9,061 $ 8,070 Ordinary Shares issued 17 - Cancellation of Ordinary Shares (28) - Exercise of stock options 18 14 Issued under Employee Stock Purchase Plan 1 2 ------------- ------------- Balance at end of period 9,069 8,086 ------------- ------------- Additional paid-in capital Balance at beginning of period 2,214,989 1,767,188 Ordinary Shares issued 6,467 - Cancellation of Ordinary Shares (19,007) - Exercise of stock options 5,773 5,202 Issued under Employee Stock Purchase Plan 821 1,420 Cancellation of restricted stock award - (100) FELINE PRIDES issuance costs (9,878) - ------------- ------------- Balance at end of period 2,199,165 1,773,710 ------------- ------------- Unearned stock grant compensation Balance at beginning of period (28,908) (15,087) Stock grants awarded (1,502) (1,374) Stock grants forfeited - 312 Amortization 3,916 4,013 ------------- ------------- Balance at end of period (26,494) (12,136) ------------- ------------- Retained earnings Balance at beginning of period 2,321,570 2,040,664 Net income 288,441 198,141 Dividends declared on Ordinary Shares (52,154) (38,790) Dividends declared on FELINE PRIDES (5,325) - ------------- ------------- Balance at end of period 2,552,532 2,200,015 ------------- ------------- Accumulated other comprehensive loss Net unrealized appreciation (depreciation) on investments Balance at beginning of period (83,327) 102,271 Change in period, net of tax (37,246) (133,915) -------------- -------------- Balance at end of period (120,573) (31,644) -------------- -------------- Cumulative translation adjustments Balance at beginning of period 17,175 6,471 Net adjustments during period (41,823) (7,021) -------------- -------------- Balance at end of period (24,648) (550) -------------- -------------- Accumulated other comprehensive loss (145,221) (32,194) -------------- -------------- Total shareholders' equity $4,589,051 $3,937,481 ============== ============== See accompanying notes to interim consolidated financial statements 5 ACE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Six Months Ended June 30, 2000 and 1999 (Unaudited) Six Months Ended June 30 2000 1999 ---- ---- (in thousands of U.S. Dollars) Net income $ 288,441 $ 198,141 Other comprehensive income (loss) Net unrealized depreciation on investments Unrealized depreciation on investments (14,525) (108,065) Less: reclassification adjustment for net realized gains included in net income (18,121) (31,229) ---------------- --------------- (32,646) (139,294) Cumulative translation adjustments (58,302) (7,021) ---------------- --------------- Other comprehensive loss, before income taxes (90,948) (146,315) Income tax benefit related to other comprehensive income items 11,879 5,379 ---------------- --------------- Other comprehensive loss (79,069) (140,936) ---------------- --------------- ---------------- --------------- Comprehensive income $ 209,372 $ 57,205 ================ =============== See accompanying notes to interim consolidated financial statements 6 ACE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2000 and 1999 (Unaudited) Six Months Ended June 30 2000 1999 ---- ---- (in thousands of U.S. Dollars) Cash flows from operating activities Net income $ 288,441 $ 198,141 Adjustments to reconcile net income to net cash used for operating activities: Unearned premiums 593,965 141,413 Unpaid losses and loss expenses, net of reinsurance recoverable 359,886 (7,209) Prepaid reinsurance premiums (161,350) (2,060) Deferred tax assets 27,884 20,954 Net realized gains on investments (26,696) (42,561) Amortization of premium/discounts on fixed maturities (2,054) (5,764) Amortization of goodwill 38,970 8,934 Deferred policy acquisition costs (70,005) (17,378) Insurance and reinsurance balances receivable (255,843) (111,686) Premiums received in advance 2,952 3,668 Insurance and reinsurance balances payable (485,207) 79,913 Accounts payable, accrued expenses and other liabilities (250,754) 36,767 Net change in contract holder deposit funds (10,356) - Other (253,710) (232,062) -------------- ------------ Net cash flows (used for) from operating activities (203,877) 71,070 -------------- ------------ Cash flows from investing activities Purchases of fixed maturities (5,246,075) (10,742,772) Purchases of equity securities (269,119) (126,623) Sales of fixed maturities 5,542,027 10,531,044 Sales of equity securities 563,473 212,594 Maturities of fixed maturities 38,265 390,762 Net realized gains (losses) on financial futures contracts (7,846) 49,276 Other investments (166,350) (186,982) Acquisition of subsidiaries, net of cash acquired - (8,087) ---------------- --------------- Net cash flows from investing activities 454,375 119,212 ---------------- --------------- Cash flows from financing activities Dividends paid on Ordinary Shares (47,779) (34,874) Dividends paid on FELINE PRIDES (2,424) - Repayment of short-term debt (1,011,742) - Proceeds from short-term debt 289,008 - Proceeds from issuance of trust preferred securities 300,000 400,000 Proceeds from issuance of FELINE PRIDES 311,050 - Issuance costs of FELINE PRIDES (9,878) - Proceeds from exercise of options for Ordinary Shares 5,791 7,143 Proceeds from shares issued under Employee Stock Purchase Plan 821 1,323 ---------------- --------------- Net cash flows (used for) from financing activities (165,153) 373,592 ---------------- --------------- Net increase in cash 85,345 563,874 Cash at beginning of period 599,232 240,556 ---------------- --------------- $ 684,577 $ 804,430 Cash at end of period ================ =============== See accompanying notes to interim consolidated financial statements 7 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. General The interim consolidated financial statements, which include the accounts of the Company and its subsidiaries, have been prepared on the basis of accounting principles generally accepted in the United States of America and, in the opinion of management, reflect all adjustments (consisting of normally recurring accruals) necessary for a fair presentation of results for such periods. The results of operations and cash flows for any interim period are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the consolidated financial statements, and related notes thereto, included in the Company's 1999 Annual Report on Form 10-K. ACE Limited ("ACE" or "the Company") is a holding company incorporated with limited liability under the Cayman Islands Companies Law and maintains its business office in Bermuda. The Company provides property and casualty insurance and reinsurance for a diverse group of customers worldwide. ACE International also provides accident and health insurance products that are designed to meet the insurance needs of individuals and groups outside of the U.S. insurance markets. In addition, through ACE Global Markets, the Company provides funds at Lloyd's to support underwriting by Lloyd's syndicates managed by Lloyd's managing agencies, which are indirect wholly owned subsidiaries of ACE. ACE operates through six business segments: ACE Bermuda, ACE Global Markets, ACE Global Reinsurance, ACE USA, ACE International and ACE Financial Services. On July 2, 1999, the Company completed the ACE INA acquisition. This acquisition was recorded using the purchase method of accounting and, accordingly, the consolidated financial statements of the Company include the results of ACE INA and its subsidiaries from July 2, 1999, the date of the acquisition. ACE INA is the holding company for ACE USA and ACE International operating segments. On December 30, 1999, the Company acquired ACE Financial Services (previously Capital Re Corporation). This acquisition has been recorded using the purchase method of accounting and, accordingly, the consolidated financial statements of the Company include the results of operations of ACE Financial Services and its subsidiaries from December 30, 1999, the date of the acquisition. For the six months ended June 30, 2000, approximately 54 percent of the Company's written premiums came from companies headquartered in North America, 23 percent came from companies headquartered in Europe, 7 percent came from companies headquartered in Australia and New Zealand, 4 percent came from companies headquartered in Latin America, 7 percent from companies headquartered in Asia Pacific and 5 percent came from companies headquartered in other countries. 2. Significant Accounting Policies a) New accounting pronouncements In June 1998, the FASB issued Statement of Financial Accounting Standards No. 133, "Accounting for Deriative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. SFAS 133 is effective beginning in the first quarter of fiscal 2001. The Company is currently assessing the effect of adopting this statement on its financial position and operating results, which as yet, has not been determined. 3. Commitments and Contingencies The Company has considered asbestos and environmental claims and claims expenses in establishing the liability for unpaid losses and loss expenses. The estimation of ultimate losses arising from asbestos and environmental exposures has presented a challenge because traditional actuarial reserving 8 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) methods, which primarily rely on historical experience, are inadequate for such estimation. The problem of estimating reserves for asbestos and environmental exposures resulted in the development of reserving methods which incorporate new sources of data with historical experience. The Company believes that the reserves carried for these claims are adequate based on known facts and current law. 4. Restricted Stock Awards Under the Company's long-term incentive plans, 68,418 Restricted Ordinary Shares were awarded during the six months ended June 30, 2000, to officers of the Company and its subsidiaries. These shares vest at various dates through March 2004. At the time of grant the market value of the shares awarded under these grants is recorded as unearned stock grant compensation and is presented as a separate component of shareholders' equity. The unearned compensation is charged to income over the vesting period. 5. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share. - - - ------------------------------------------------------------------------------------------------------------------------------ Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 ---- ---- ---- ---- (In thousands of U.S. dollars except share and per share data) Numerator Net Income $ 113,928 $ 69,122 $ 288,441 $ 198,141 FELINE PRIDES dividend (5,325) - (5,325) - ---------------- ---------------- ---------------- ---------------- Net income available to the holders of Ordinary Shares $ 108,603 $ 69,122 $ 283,116 $ 198,141 ================ ================ ================ ================ Denominator Denominator for basic earnings per share - Weighted average shares outstanding 217,257,524 193,784,573 217,058,392 193,871,173 Effect of dilutive securities 4,688,677 3,390,941 3,266,194 3,374,898 ---------------- ---------------- ---------------- ---------------- Denominator for diluted earnings per share - Adjusted weighted average shares outstanding and assumed conversions 221,946,201 197,175,514 220,324,586 197,246,071 ================ ================ ================ ================ Basic earnings per share $ 0.50 $ 0.36 $ 1.30 $ 1.02 ================ ================ ================ ================ Diluted earnings per share $ 0.49 $ 0.35 $ 1.28 1.00 ================ ================ ================ ================ - - - ------------------------------------------------------------------------------------------------------------------------------ 9 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 6. Debt - - - --------------------------------------------------------------------------------------------------------- Coupon June 30 December 31 Rates 2000 1999 ----- ---- ---- (in millions of U.S. Dollars) Short-term debt ACE Limited commercial paper Various $ - $ 425 ACE INA commercial paper Various 327 625 ACE Financial Services Note Various 25 25 --------- ---------- $ 352 $ 1,075 ========= ========== Long-term debt ACE INA Notes due 2004 8.20% $ 400 $ 400 ACE INA Notes due 2006 8.30% 299 299 ACE US Holdings Senior Notes due 2008 6.47% 250 250 ACE INA Subordinated Notes due 2009 8.41% 300 300 ACE INA Debentures due 2029 8.875% 100 100 ACE Financial Services Debentures due 2002 7.75% 75 75 --------- ---------- $ 1,424 $ 1,424 ========= ========== Trust Preferred Securities ACE INA RHINO Preferred Securities due 2002 Libor + 1.25% $ 400 $ 400 ACE Financial Services Monthly Income Preferred Securities due 2044 7.65% 75 75 ACE INA Trust Preferred Securities due 2029 8.875% 100 100 ACE INA Capital Securities due 2030 9.70% 300 - --------- ---------- $ 875 $ 575 ========= ========== - - - --------------------------------------------------------------------------------------------------------- ACE INA Capital Securities On March 31, 2000, ACE Capital Trust II, a Delaware statutory business trust ("ACE Capital Trust II") issued and sold in a public offering $300 million of 9.70 percent Capital Securities (the "Capital Securities"). All of the common securities of ACE Capital Trust II (the "ACE Capital Trust II Common Securities") are owned by ACE INA. The Capital Securities mature on April 1, 2030, which may not be extended. Distributions on the Capital Securities are payable semi-annually at a rate of 9.70 percent, however, ACE Capital Trust II may defer these payments for up to 10 consecutive semi-annual periods (but no later than April 1, 2030). Any deferred payments would accrue interest semi-annually on a compounded basis if ACE INA defers interest on the Subordinated Debentures due 2030 (as defined below). The sole assets of ACE Capital Trust II consist of $309,280,000 principal amount of 9.70 percent Junior Subordinated Deferrable Interest Debentures (the "Subordinated Debentures due 2030") issued by ACE INA. The Subordinated Debentures due 2030 mature on April 1, 2030. Interest on the Subordinated Debentures due 2030 is payable semi-annually at a rate of 9.70 percent, however, ACE INA may defer such interest payments (but no later than April 1, 2030), with such deferred payments accruing interest compounded semi-annually. ACE INA may redeem the Subordinated Debentures due 2030 in the event certain changes in tax or investment company law occur at a redemption price equal to accrued and unpaid interest to the redemption date plus the greater of (i) 100 percent of the principal amount thereof, or (ii) the sum of the present value of scheduled payments of principal and interest on the debentures from the redemption date to April 1, 2030, discounted to the redemption date on a semi-annual basis at a discount rate equal to the applicable treasury rate plus 3.1 percent, in the first year after issuance, and the applicable treasury rate plus .50 percent thereafter. The Capital Securities and the ACE Capital Trust II Common Securities will be redeemed upon repayment of the Subordinated Debentures due 2030. 10 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The Company has guaranteed, on a subordinated basis, ACE INA's obligations under the Subordinated Debentures due 2030, and distributions and other payments due on the Capital Securities (the "Guarantees"). The Guarantees, when taken together with the Company's obligations under expense agreements entered into with ACE Capital Trust II, provide a full and unconditional guarantee of amounts due on the Capital Securities. 7. Mezzanine Equity ACE Limited FELINE PRIDES The Company issued 6,000,000 FELINE PRIDES on April 12, 2000 and an additional 221,000 FELINE PRIDES on May 8, 2000, pursuant to a public offering, for aggregate net proceeds of approximately $311 million. Each FELINE PRIDES initially consists of a unit referred to as an Income PRIDES. Each Income PRIDES consists of (i) one 8.25 percent Cumulative Redeemable Preferred Share, Series A, liquidation preference $50 per share, of the Company, and (ii) a purchase contract pursuant to which the holder of the Income PRIDES agrees to purchase from the Company, on May 16, 2003, ordinary shares at the applicable settlement rate. Each preferred share is pledged to the Company to secure the holders obligations under the purchase contract. A holder of an Income PRIDES can obtain the release of the preferred share by substituting certain zero-coupon treasury securities as security for performance under the purchase contract. The resulting unit consisting of the zero-coupon treasury security and the purchase contract is a Growth PRIDES, and the preferred shares would be a separate security. A holder of a Growth PRIDES can convert it back into an Income PRIDES by depositing preferred shares as security for performance under the purchase contract and thereby obtain the release of the zero-coupon treasury securities. The aggregate liquidation preference of the 8.25 percent Cumulative Redeemable Preferred Shares is $311.1 million. Unless deferred by the Company, the preferred shares pay dividends quarterly at a rate of 8.25 percent per year to May 16, 2003, and thereafter at the reset rate established pursuant to a remarketing procedure. If the Company elects to defer dividend payments on the preferred shares, the dividends will continue to accrue and the Company will be restricted from paying dividends on its ordinary shares and taking certain other actions. The preferred shares are not redeemable prior to June 16, 2003, on which date they must be redeemed by the Company in whole. The settlement rate is the number of ordinary shares that the Company is obligated to sell and the holders of the FELINE PRIDES are obligated to purchase (for a purchase price of $50 per FELINE PRIDES) on May 16, 2003. The settlement rate will be equal to $50 divided by the average closing price of the ordinary shares for the 20 consecutive trading days ending on the third trading day prior to May 16, 2003, but in no event will it be less than 1.8991 ordinary shares per FELINE PRIDES (or an aggregate of 11.8 million ordinary shares) nor greater than 2.6376 ordinary shares per FELINE PRIDES (or an aggregate of 16.4 million ordinary shares). The settlement rate is subject to anti-dilution adjustments. 8. Reinsurance The Company purchases reinsurance to manage various exposures including catastrophic risks. Although reinsurance agreements contractually obligate the Company's reinsurers to reimburse it for the agreed upon portion of its gross paid losses, they do not discharge the primary liability of the Company. The amounts for net premiums written and net premiums earned in the statements of operations are net of reinsurance. Direct, assumed and ceded amounts for these items for the three and six months ended June 30, 2000 and 1999 are as follows: 11 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - - - ------------------------------------------------------------------------------------------------------------------------- Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 ---- ---- ---- ---- (in thousands of U.S. dollars except share and per share data) Premiums Premiums written Direct $ 1,581,089 $ 293,000 $ 3,049,756 $ 511,461 Assumed 368,978 215,999 897,271 433,033 Ceded (736,182) (116,730) (1,276,120) (211,560) ---------------- ------------- --------------- --------------- Net premiums written $ 1,213,885 $ 392,269 $ 2,670,907 $ 732,934 ================ =============== =============== =============== Premiums earned Direct $ 1,570,860 $ 221,291 $ 2,633,968 $ 473,506 Assumed 346,896 179,459 748,819 309,019 Ceded (749,920) (100,479) (1,110,145) (196,987) ---------------- --------------- --------------- --------------- Net premiums earned $ 1,167,836 $ 300,271 $ 2,272,642 $ 585,538 ================ =============== =============== =============== - - - ------------------------------------------------------------------------------------------------------------------------- The Company's provision for reinsurance recoverable at June 30, 2000 and December 31, 1999 is as follows: - - - ---------------------------------------------------------------------------------------------------------- June 30 December 31 2000 1999 ---- ---- (in thousands of U.S. dollars) Reinsurance recoverable on paid losses and loss expenses $ 872,670 $ 1,288,651 Reinsurance recoverable on unpaid losses and loss expenses 8,491,818 8,309,014 Provision for uncollectible balances (719,980) (757,584) ----------------- ---------------- Total reinsurance recoverable $ 8,644,508 $ 8,840,081 ================= ================ - - - ---------------------------------------------------------------------------------------------------------- 9. Taxation Under current Cayman Islands law, the Company is not required to pay any taxes in the Cayman Islands on its income or capital gains. The Company has received an undertaking that, in the event of any taxes being imposed, the Company will be exempted from taxation in the Cayman Islands until the year 2013. Under current Bermuda law, the Company and its Bermuda subsidiaries are not required to pay any taxes in Bermuda on its income or capital gains. The Company has received an undertaking from the Minister of Finance in Bermuda, that in the event of any taxes being imposed, the Company will be exempt from taxation in Bermuda until March 2016. Income from the Company's operations at Lloyd's are subject to United Kingdom (UK) corporation taxes. Lloyd's is required to pay U.S. income tax on U.S. connected income ("U.S. income") written by Lloyd's syndicates. Lloyd's has a closing agreement with the IRS whereby the amount of tax due on this business is calculated by Lloyd's and remitted directly to the IRS. These amounts are then charged to the personal accounts of the Names/Corporate Members in proportion to their participation in the relevant syndicates. The Company's Corporate Members are subject to this arrangement but, as UK domiciled companies, will receive UK corporation tax credits for any U.S. income tax incurred up to the value of the equivalent UK corporation income tax charge on the U.S. income. 12 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) ACE INA, ACE US Holdings and ACE Financial Services are subject to income taxes imposed by U.S. authorities and file U.S. tax returns. Certain international operations of the Company are also subject to income taxes imposed by the jurisdictions in which they operate. The Company is not subject to taxation other than as stated above. There can be no assurance that there will not be changes in applicable laws, regulations or treaties which might require the Company to change the way it operates or become subject to taxation. The income tax provision for the three and six months ended June 30, 2000 and 1999 is as follows: - - - ------------------------------------------------------------------------------------------------------------------- Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 ---- ---- ---- ---- (in thousands of U.S. dollars) Current tax expense $ 13,307 $ 2,464 $ 22,035 $ 3,684 Deferred tax expense 3,612 2,034 27,884 5,966 -------------- -------------- ---------------- ------------- Provision for income taxes $ 16,919 $ 4,498 $ 49,919 $ 9,650 ============== ============== ================ ============= - - - ------------------------------------------------------------------------------------------------------------------- The components of the net deferred tax asset as of June 30, 2000 and December 31, 1999 is as follows: - - - ---------------------------------------------------------------------------------------------- June 30 December 31 2000 1999 ---- ---- (in thousands of U.S. dollars) Deferred tax assets Loss reserve discount $ 665,164 $ 677,459 Foreign tax credits 122,228 116,829 Uncollectible reinsurance 21,940 24,413 Net operating loss carry forward 215,480 164,993 Unrealized depreciation on investments 8,717 12,557 Other 300,035 305,647 --------------- --------------- Total deferred tax assets 1,333,564 1,301,898 --------------- --------------- Deferred tax liabilities Deferred policy acquisition costs 78,404 87,691 Other 91,191 164,699 --------------- --------------- Total deferred tax liabilities 169,595 252,390 --------------- --------------- Valuation allowance 159,649 133,324 --------------- --------------- Net deferred tax asset $ 1,004,320 $ 916,184 =============== =============== - - - ---------------------------------------------------------------------------------------------- 13 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 10. Summarized financial information The following is consolidated summarized financial information for ACE INA and ACE Financial Services, both wholly owned subsidiaries of the Company. - - - ----------------------------------------------------------------------------------------------------------------- Selected Financial Data: ACE INA Three Months Ended Six Months Ended June 30 June 30 2000 2000 ----------------------------- ----------------------- (in thousands of U.S. (in thousands of U.S. Dollars) Dollars) Selected Statement of Operations Data Total revenue $ 910,455 $ 1,759,578 Net income $ 28,621 $ 82,083 Selected Balance Sheet Data Total investments and cash $ 6,846,202 Total assets 21,667,762 Unpaid losses and loss expenses 13,468,480 Total shareholders' equity $ 1,282,599 - - - ------------------------------------------------------------------------------------------------------------------ - - - ------------------------------------------------------------------------------------------------------------------ Selected Financial Data: ACE Financial Services Three Months Ended June 30 Six Months Ended June 2000 30 2000 ----------------------------- ----------------------- (in thousands of (in thousands of U.S. Dollars) U.S. Dollars) Selected Statement of Operation Data Total revenue $ 98,253 $ 250,572 Net income $ 22,258 $ 43,057 Selected Balance Sheet Data Total investments and cash $ 1,837,670 Total assets 2,236,564 Unpaid losses and loss expenses 549,677 Total shareholders' equity $ 1,003,514 - - - -------------------------------------------------------------------------------------------------------------------- Separate financial statements of ACE INA and ACE Financial Services have not been presented as management has determined that such information is not material to the holders of ACE INA and ACE Financial Services debt securities. 14 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 11. Segment information The following tables summarize the operations by segment for the three and six months ended June 30, 2000 and 1999. Net realized gains (losses) have been presented net of related taxes. - - - ------------------------------------------------------------------------------------------------------------------------------------ Three months ended June 30, 2000 ACE ACE ACE ACE Global Global ACE ACE Financial ACE Bermuda Markets Reinsurance USA International Services Other(1) Consolidated ------- ------- ----------- --- ------------- -------- -------- ------------ (in thousands of U.S. Dollars) Operations Data Gross premiums written $137,968 $193,389 $42,607 $948,785 $544,300 $83,018 $ $1,950,067 Net premiums written 126,676 137,277 29,977 459,269 379,378 81,308 - 1,213,885 Net premiums earned 103,387 147,325 26,159 462,756 355,018 73,191 - 1,167,836 Losses and loss expenses 73,397 83,584 1,863 353,886 209,446 45,935 - 768,111 Policy acquisition costs 3,998 38,173 5,747 43,632 57,943 14,235 - 163,728 Administrative expenses 7,324 17,985 3,596 60,729 68,390 8,515 16,325 182,864 ----------- ----------- ----------- ------------ ----------- ----------- ----------- ----------- Underwriting income (loss) 18,668 7,583 14,953 4,509 19,239 4,506 (16,325) 53,133 Net investment income 36,162 7,300 14,783 78,521 23,372 24,474 (3,583) 181,029 Amortization of goodwill (225) 985 3,503 135 - 1,051 13,875 19,324 Interest expense 6 978 - 8,336 - 3,331 41,296 53,947 Income tax expense (benefit) 638 2,591 (173) 23,561 8,332 2,928 (17,060) 20,817 ----------- ----------- ----------- ------------ ----------- ----------- ----------- ----------- Income (loss) excluding net realized gains (losses) 54,411 10,329 26,406 50,998 34,279 21,670 (58,019) 140,074 Net realized gain (loss) (net of income tax) (10,922) (174) (5,825) (6,449) (3,040) 588 (324) (26,146) ----------- ----------- ----------- ------------ ----------- ----------- ----------- ----------- Net income (loss) $ 43,489 $ 10,155 $ 20,581 $ 44,549 $ 31,239 $ 22,258 $ (58,343) $ 113,928 ----------- ----------- ----------- ------------ ----------- ----------- ----------- ----------- Total Assets $2,861,857 $1,850,119 $1,498,144 $15,709,214 $3,574,109 $2,236,564 $2,474,841 $30,204,848 =========== =========== =========== ============ =========== =========== =========== ============ - - - ------------------------------------------------------------------------------------------------------------------------------------ (1)Includes ACE Limited, ACE INA Holdings and intercompany eliminations 15 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - - - ------------------------------------------------------------------------------------------------------------------------ Three months ended June 30, 1999 ACE ACE ACE Global Global ACE ACE Bermuda Markets Reinsurance USA(1) Other(2) Consolidated ------- ------- ----------- ------ ----- ------------ (in thousands of U.S. Dollars) Operations Data Gross premiums written 171,652 207,192 45,859 84,296 - 508,999 Net premiums written 140,814 161,866 43,790 45,799 - 392,269 Net premiums earned 154,303 82,283 37,414 26,271 - 300,271 Losses and loss expenses 131,814 45,923 61,527 16,207 - 255,471 Policy acquisition costs 3,532 23,271 4,853 (185) - 31,471 Administrative expenses 6,520 10,680 3,032 8,852 12,065 41,149 ------------- -------------- -------------- ------------ ------------ ------------- Underwriting income (loss) 12,437 2,409 (31,998) 1,397 (12,065) (27,820) Net investment income 48,028 6,042 15,600 12,266 2,858 84,794 Amortization of goodwill (208) 1,042 3,503 177 - 4,514 Interest expense (income) 3,821 900 - 7,145 (7,719) 4,147 Income tax expense (benefit) 526 1,739 - 2,233 - 4,498 ------------- -------------- -------------- ------------ ------------ ------------- Income (loss) excluding net realized gains (losses) 56,326 4,770 (19,901) 4,108 (1,488) 43,815 Net realized gain (loss) (net of income tax) 38,800 (1,718) (3,740) (87) (7,948) 25,307 ------------- ------------- ------------- ------------ ----------- ------------- Net income (loss) $ 95,126 $ 3,052 $ (23,641) $ 4,021 $(9,436) $ 69,122 ------------- ------------- ------------- ------------ ----------- ------------- Total Assets $ 3,289,137 $ 1,435,792 $ 1,406,828 $1,778,644 $1,757,408 $9,667,809 ============= ============== ============== ============== ============= ============== - - - ------------------------------------------------------------------------------------------------------------------------ (1) Prior to acquisition of ACE INA. (2) Includes ACE Limited and intercompany eliminations. 16 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) ----------------------------------------------------------------------------------------------------------------------------------- Six months ended June 30, 2000 ACE ACE ACE ACE Global Global ACE ACE Financial ACE Bermuda Markets Reinsurance USA International Services Other(1) Consolidated ------- ------- ----------- --- ------------- -------- -------- ------------ (in thousands of U.S. Dollars) Operations Data Gross premiums written $311,047 $513,307 $147,473 $1,687,680 $1,056,900 $230,620 $ $ 3,947,027 Net premiums written 264,724 374,468 133,454 919,267 755,538 223,456 - 2,670,907 Net premiums earned 185,872 280,333 58,355 845,570 698,310 204,202 - 2,272,642 Losses and loss expenses 132,301 155,768 11,661 631,091 407,966 144,807 - 1,483,594 Policy acquisition costs 7,083 74,733 11,697 78,068 114,123 28,666 - 314,370 Administrative expenses 14,784 35,570 4,849 129,921 143,037 16,040 32,671 376,872 --------- --------- --------- ----------- ---------- ----------- --------- ----------- Underwriting income (loss) 31,704 14,262 30,148 6,490 33,184 14,689 (32,671) 97,806 Net investment income 72,334 15,488 29,783 161,943 44,886 46,834 (7,304) 363,964 Amortization of goodwill (433) 2,025 7,005 270 - 2,103 28,000 38,970 Interest expense 690 2,183 - 16,605 - 6,638 85,020 111,136 Income tax expense (benefit) 1,265 5,446 (173) 46,753 14,835 9,261 (32,835) 44,552 --------- --------- --------- ----------- ---------- ----------- ---------- ----------- Income (loss) excluding net realized gains (losses) 102,516 20,096 53,099 104,805 63,235 43,521 (120,160) 267,112 Net realized gain (loss) (net of income tax) 24,297 (948) (7,945) (10,847) 19,287 (464) (2,051) 21,329 ---------- ---------- ---------- ----------- ---------- ----------- ---------- ----------- Net income (loss) $ 126,813 $ 19,148 $ 45,154 $ 93,958 $ 82,522 $ 43,057 $ (122,211) $ 288,441 ---------- ---------- ---------- ----------- ---------- ----------- ---------- ---------- Total Assets $2,861,857 $1,850,119 $1,498,144 $15,709,214 $3,574,109 $ 2,236,564 $2,474,841 $30,204,848 ========== ========== ========== =========== ========== =========== ========== =========== ----------------------------------------------------------------------------------------------------------------------------------- (1)Includes ACE Limited, ACE INA Holdings and intercompany eliminations 17 ACE LIMITED AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - - - ------------------------------------------------------------------------------------------------------------------------------- Six months ended June 30, 1999 ACE ACE ACE Global Global ACE ACE Bermuda Markets Reinsurance USA(1) Other(2) Consolidated ------- ------- ----------- ------ ----- ------------ (in thousands of U.S. Dollars) Operations Data Gross premiums written $ 302,270 $346,567 $ 160,433 $ 135,224 - $ 944,494 Net premiums written 239,395 266,262 158,385 68,892 - 732,934 Net premiums earned 271,923 189,467 73,986 50,162 - 585,538 Losses and loss expenses 196,913 107,952 76,258 31,229 - 412,352 Policy acquisition costs 6,851 50,680 9,596 (1,303) - 65,824 Administrative expenses 21,437 24,857 6,009 18,516 24,980 95,799 --------- ------------ ------------ --------- --------- ------------ Underwriting income (loss) 46,722 5,978 (17,877) 1,720 (24,980) 11,563 Net investment income 97,312 12,628 31,967 24,788 4,583 171,278 Amortization of goodwill (416) 2,099 7,005 246 - 8,934 Interest expense (income) 7,384 2,225 - 13,982 (14,914) 8,677 Income tax expense 956 4,307 - 4,387 - 9,650 ---------- ------------ ------------ --------- --------- ------------ Income (loss) excluding net 136,110 9,975 7,085 7,893 (5,483) 155,580 realized gains (losses) Net realized gain (loss) (net of income tax) 56,870 (1,936) (4,444) 20 (7,949) 42,561 ---------- ------------ ------------ --------- ---------- ----------- Net income (loss) $ 192,980 $ 8,039 $ 2,641 $ 7,913 $(13,432) $ 198,141 ---------- ------------ ------------ ---------- ---------- ----------- Total Assets $3,289,137 $ 1,435,792 $ 1,406,828 $1,778,644 $1,757,408 $9,667,809 ========== ============ ============ ========== ========== =========== - - - ------------------------------------------------------------------------------------------------------------------------------- (1) Prior to acquisition of ACE INA. (2) Includes ACE Limited and intercompany eliminations. 12. Reclassification Certain items in the prior period financial statements have been reclassified to conform with the current period presentation. 18 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following is a discussion of the Company's results of operations, financial condition, liquidity and capital resources as of and for the three months and six months ended June 30, 2000. The results of operations and cash flows for any interim period are not necessarily indicative of results for the full year. This discussion should be read in conjunction with the consolidated financial statements, related notes thereto and the Management's Discussion and Analysis of Results of Operations and Financial Condition included in the Company's 1999 Annual Report on Form 10-K. Safe Harbor Disclosure The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Any written or oral statements made by or on behalf of the Company may include forward-looking statements which reflect the Company's current views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other factors (which are described in more detail elsewhere herein and in documents filed by the Company with the Securities and Exchange Commission) include, but are not limited to, (i) uncertainties relating to government and regulatory policies (such as subjecting the Company to insurance regulation or taxation in additional jurisdictions or amending or revoking or enacting any laws, regulations or treaties affecting the Company's current operations), (ii) the occurrence of catastrophic events or other insured or reinsured events with a frequency or severity exceeding the Company's estimates, (iii) legal, regulatory, and legislative developments, (iv) the uncertainties of the loss reserving process including the difficulties associated with assessing environmental and latent injuries, (v) the actual amount of new and renewal business and market acceptance of the Company's products, (vi) loss of the services of any of the Company's executive officers, (vii) changing rates of inflation and other economic conditions, (viii) losses due to foreign currency exchange rate fluctuations, (ix) ability to collect reinsurance recoverables, (x) the competitive environment in which the Company operates, related trends and associated pricing pressures and developments, (xi) the impact of mergers and acquisitions, including the ability to successfully integrate acquired businesses and achieve cost savings, competing demands for ACE's capital and the risk of undisclosed liabilities, (xii) developments in global financial markets which could affect the Company's investment portfolio and financing plans, and (xiii) risks associated with the introduction of new products and services. The words "believe", "anticipate", "estimate", "project", "plan", "expect", "intend", "hope", "will likely result" or "will continue" and variations thereof and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. General ACE Limited ("ACE" or "the Company"), through its various subsidiaries, provides a broad range of insurance and reinsurance products to insureds in the United States and almost 50 other countries. In addition, ACE, through ACE Global Markets, provides funds at Lloyd's, primarily in the form of letters of credit, to support underwriting capacity for Lloyd's syndicates managed by Lloyd's managing agencies which are indirect wholly owned subsidiaries of ACE. ACE operates through six main business segments: ACE Bermuda, ACE Global Markets, ACE Global Reinsurance, ACE USA, ACE International and ACE Financial Services. On July 2, 1999, the Company completed the ACE INA acquisition. This acquisition was recorded using the purchase method of accounting and, accordingly, the consolidated financial statements of the Company include the results of ACE INA and its subsidiaries from July 2, 1999, the date of the acquisition. ACE INA is the holding company for ACE USA and ACE International operating segments. On December 30, 1999, the Company acquired ACE Financial Services (previously Capital Re Corporation). This acquisition has been recorded using the purchase method of accounting and, accordingly, the consolidated financial statements of the Company include the results of operations of ACE Financial Services and its subsidiaries from December 30, 1999, the date of the acquisition. 19 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) The Company expects to continue evaluating potential new product lines and other opportunities in the insurance and reinsurance markets. In addition, the Company evaluates potential acquisitions of other companies and businesses and holds discussions with potential acquisition candidates. As a general rule, the Company publicly announces such acquisitions only after a definitive agreement has been reached. As noted, during 1999, the Company made two substantial acquisitions that were accounted for under the purchase method of accounting, which requires that income from the acquired company only be included in the results of the Company from the date of acquisition. This makes it difficult to compare the financial results as presented. ACE INA's results are included from July 2, 1999 and, ACE Financial Services from December 30, 1999. In addition, the Company has historically recorded its results of operations from its Lloyd's syndicates one quarter in arrears. Commencing January 1, 2000, the Company now records the results from the Lloyd's 2000 underwriting year on a current basis. The impact of this change is discussed in the relevant sections. Prior year underwriting results are still reported one quarter in arrears but underwriting results should run off over the next few quarters. The Company has also increased its percentage of participation in the Lloyd's syndicates it manages in 2000 versus 1999. Results of Operations - Three Months ended June 30, 2000 - - - ------------------------------------------------------------------------------- Net Income Three Months Ended June 30 2000 1999 ---- ---- (in millions of U.S. Dollars) Income excluding net realized gains (losses) on investments $ 140 $ 44 Net realized gains (losses) on investments (net of taxes) (26) 25 -------------- ------------ Net income $ 114 $ 69 ============== ============ - - - -------------------------------------------------------------------------------- Income excluding net realized gains (losses) on investments was $140 million for the quarter ended June 2000 compared with $44 million in 1999. The increase was partly due to the inclusion of the results of ACE INA and ACE Financial Services this quarter. Both of these operations were acquired after June 30, 1999. The increase was also partly due to better operating results at Tempest Re as a result of minimal catastrophe activity in the June 2000 quarter. In the June 1999 quarter, there were a large number of insured catastrophes that impacted Tempest Re's results. Net realized losses on investments (net of taxes) were $26 million for the June 2000 quarter compared with net realized gains of $25 million for the June 1999 quarter. The realized losses were primarily the result of losses generated by the fixed maturities portfolios in ACE INA and losses generated by the financial futures and option contracts in ACE Bermuda. Net income for the quarter was $114 million compared with $69 million for the quarter ended June 1999. Again, the increase in net income was due primarily to the inclusion of the results of ACE INA and ACE Financial Services this quarter and better operating results at Tempest Re. 20 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) - - - ------------------------------------------------------------------------------------------------- Premiums Three Months ended % Change June 30 from 2000 1999 Prior Year ---- ---- ---------- (in millions of U.S. Dollars Gross premiums written: ACE Bermuda $ 138 $ 172 (20%) ACE Global Markets 193 207 (7%) ACE Global Reinsurance 43 46 (7%) ACE USA 949 84 N.M. ACE International 544 - N.M. ACE Financial Services 83 - N.M. ------------------ ------------------ --------------- $ 1,950 $ 509 283% ================== ================== =============== Net premiums written: ACE Bermuda $ 127 $ 141 (10%) ACE Global Markets 137 162 (15%) ACE Global Reinsurance 30 43 (32%) ACE USA 459 46 N.M. ACE International 380 - N.M. ACE Financial Services 81 - N.M. ------------------ ------------------ --------------- $ 1,214 $ 392 210% ================== ================== =============== Net premiums earned: ACE Bermuda $ 104 $ 155 (33%) ACE Global Markets 147 82 79% ACE Global Reinsurance 26 37 (30%) ACE USA 463 26 N.M. ACE International 355 - N.M. ACE Financial Services 73 - N.M. ------------------ ------------------ --------------- $ 1,168 $ 300 289% ================== ================== =============== N.M. not meaningful - - - ------------------------------------------------------------------------------------------------- For the quarter ended June 2000, gross premiums written increased by $1.4 billion to $1.9 billion compared with $509 million for the quarter ended June 1999. The increase is the result of the inclusion of ACE INA and ACE Financial Services which contributed $1.5 billion to gross premiums written in the current quarter, following their acquisitions. As with gross premiums written, net premiums written and net premiums earned increased significantly during the current quarter due to the inclusion of ACE INA and ACE Financial Services. Net premiums written increased by $822 million or 210 percent compared with $392 million for the June 1999 quarter and net premiums earned increased by $868 million or 289 percent compared with $300 million for the June 1999 quarter. The significant competitive pressures experienced in most insurance markets over the past several years appear to have eased and the Company is now seeing evidence of a turn in both primary and reinsurance pricing coupled with an increase in demand for coverage. 21 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) ACE Bermuda: Gross premiums written for the quarter ended June 2000 decreased to $138 million from $172 million for the June 1999 quarter, a decrease of 20 percent. This decrease is primarily a result of decreases in premiums from tailored risk solutions which is susceptible to large fluctuations between periods. Gross premiums written during the quarter ended June 30, 1999 included a large tailored risks solutions contract which was fully earned during that quarter but was not renewed this year. The remaining lines of business remained relatively flat or experienced slight increases. Net premiums written decreased from $141 million for the June 1999 quarter to $127 million for the June 2000 quarter. Net premiums earned decreased from $155 million for the June 1999 quarter to $104 million for the June 2000 quarter. As with gross premiums written, both of these decreases are primarily the result of decreases in tailored risk solutions. ACE Global Markets: Gross premiums written decreased by 7 percent from $207 million for the June 1999 quarter to $193 million for the June 2000 quarter. As previously reported, the Company now records the results of the Lloyd's 2000 underwriting year on a current basis and the results for June 2000 are for business concluded in the June 2000 quarter. Prior year underwriting results are still recorded one quarter in arrears but should run off over the next several quarters. On a comparable basis, gross premiums written increased by approximately $27 million in 2000 compared with 1999. ACE Global Reinsurance: Gross premiums written for the quarter decreased 7 percent from $46 million for the June 1999 quarter to $43 million for the June 2000 quarter. This decrease is due primarily to program restructuring and the non-renewal of a major contract. Net premiums written for the quarter decreased 32 percent and net premiums earned decreased 30 percent, as Tempest Re moved preemptively to secure retrocessional capacity in anticipation of higher prices on July 1, 2000. Net premiums written and earned were also affected by premium adjustments accrued on existing ceded programs resulting from increased international writings. ACE USA: Gross premiums written increased to $949 million for the quarter ended June 2000 from $84 million for the quarter ended June 1999. Net premiums written increased to $459 million for the current quarter from $46 million for the comparative quarter. This increase is due primarily to the inclusion of the ACE INA domestic business in 2000. On a comparable basis, this segment showed growth year over year driven primarily by growth in the large account unit, property and US International business units and aerospace. Net premiums earned increased from $26 million for the June 1999 quarter to $463 million for the June 2000 quarter due to the inclusion of the ACE INA domestic business. ACE International: Gross premiums written were $544 million for the June 2000 quarter. Net premiums written and net premiums earned were $380 million and $355 million respectively. ACE Financial Services: Gross premiums written for ACE Financial Services were $83 million for the quarter. This is the second quarter in which the Company's financial results reflect the acquisition of ACE Financial Services. Net premiums written were $81 million and net premiums earned were $73 million. Underwriting Results The underwriting results of a property and casualty insurer are discussed frequently by reference to its combined ratio, loss and loss expense ratio and underwriting and administrative expense ratio. Each ratio is derived by dividing the relevant expense amounts by net premiums earned. The combined ratio is the sum of the loss and loss expense ratio and the underwriting and the administrative expense ratio. A combined ratio under 100 percent indicates underwriting income and a combined ratio exceeding 100 percent indicates underwriting losses. 22 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) - - - -------------------------------------------------------------------------------- Three Months Ended June 30 2000 1999 ---- ---- Loss and loss expense ratio ACE Bermuda 71.0% 85.4% ACE Global Markets 56.7% 55.8% ACE Global Reinsurance 7.1% 164.4% ACE USA 76.5% 61.7% ACE International 59.0% - ACE Financial Services 62.8% - Consolidated 65.8% 85.1% Underwriting and administrative expense ratio ACE Bermuda 11.0% 6.5% ACE Global Markets 38.1% 41.3% ACE Global Reinsurance 35.7% 21.1% ACE USA 22.5% 33.0% ACE International 35.6% - ACE Financial Services 31.0% - Consolidated 29.7% 24.2% Combined Ratio ACE Bermuda 82.0% 91.9% ACE Global Markets 94.8% 97.1% ACE Global Reinsurance 42.8% 185.5% ACE USA 99.0% 94.7% ACE International 94.6% - ACE Financial Services 93.8% - Consolidated 95.5% 109.3% - - - -------------------------------------------------------------------------------- The process of establishing reserves for property and casualty claims continues to be a complex and uncertain process, requiring the use of informed estimates and judgments. The Company's estimates and judgments may be revised as additional experience and other data becomes available and are reviewed, as new or improved methodologies are developed or as current laws change. Any such revisions could result in future changes in estimates of losses or reinsurance recoverables, and would be reflected in the Company's results of operations in the period in which the estimates are changed. In addition, catastrophe losses may have a significant effect on the insurance and reinsurance industry. ACE Global Reinsurance and other segments of the group have exposure to windstorm, hail, earthquake and other catastrophic events, all of which are managed using measures including underwriting controls, occurrence caps as well as modeling, monitoring and managing its accumulations. The Company uses its retrocessional programs to limit its net losses from catastrophes. However, property catastrophe loss experience is generally characterized as low frequency but high severity short-tail claims which may result in volatility in financial results. Underwriting results for all segments for the June 2000 quarter are consistent with the Company's operating objective of achieving an underwriting profit. Following the acquisition of ACE INA, the Company initiated several cost reduction initiatives at ACE INA with a primary focus on ACE USA. These included staff reductions at ACE INA, outsourcing of the information technology operations at ACE USA and consolidating numerous ACE USA field offices. These initiatives have assisted ACE USA in achieving a combined ratio under 100 percent for the quarter. Due to the inclusion of losses and loss expenses for ACE INA and ACE Financial Services following the acquisitions, losses and loss expenses increased substantially for the quarter ended June 2000 to $768 million compared with $255 million for the quarter ended June 1999. The Company's loss and loss expense ratio decreased from 85.1 percent in 1999 to 65.8 percent in 2000. This decrease is primarily due to the low number of catastrophes in 2000, as well as a change in the mix of business written in the quarter compared with 1999. 23 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) ACE Bermuda: The loss ratio for the June 2000 quarter decreased to 71.0 percent from 85.4 percent for the June 1999 quarter. The decrease is primarily attributable to a change in the mix of business written in the quarter. ACE Bermuda wrote less tailored risk solutions business, which generally has a higher loss ratio then the other lines, in the June 2000 quarter compared with the June 1999 quarter. ACE Global Markets: The loss ratio is relatively unchanged from the comparable quarter increasing from 55.8 percent for the June 1999 quarter to 56.7 percent for the June 2000 quarter. ACE Global Reinsurance: Tempest Re's loss ratio decreased to 7.1 percent compared with 164.4 percent in 1999. The loss ratio for this segment is directly impacted by the level of insured catastrophes. During the June 1999 quarter there were significant major catastrophic events including the tornadoes in the midwestern U.S. and hailstorms in Australia. There have been no significant catastrophic events affecting Tempest Re this quarter. ACE USA: The loss ratio for ACE USA increased to 76.5 percent for the quarter ended June 2000 compared with 61.7 percent for the same quarter last year. The loss ratio has increased primarily because the domestic business of ACE INA has historically had a loss ratio in excess of the ACE US Holdings group. The June 1999 ratio relates solely to the ACE US Holdings group prior to the acquisition of ACE INA. ACE International: The loss ratio for the June 2000 quarter was 59.0 percent. ACE INA was acquired on July 2, 1999; therefore, there are no comparative figures for this quarter. ACE Financial Services: The loss ratio for the June 2000 quarter for ACE Financial Services was 62.8 percent. ACE Financial Services was acquired on December 30, 1999; therefore, there are no comparative figures for this quarter. Underwriting and administrative expenses Underwriting and administrative expenses are comprised of the amortization of deferred acquisition costs, which include commissions, premium taxes, underwriting and other costs that vary with and are primarily related to the production of premium, and administrative expenses which include all other operating costs. Total underwriting and administrative expenses increased from $73 million for the June 1999 quarter to $347 million for the June 2000 quarter primarily due to the inclusion of ACE INA and ACE Financial Services following the acquisitions. The underwriting and administrative expense ratio increased quarter on quarter to 29.7 percent from 24.2 percent in 1999. ACE Bermuda: The underwriting and administrative expense ratio increased from 6.5 percent in 1999 to 11.0 percent in 2000. The key factors influencing this increase are increases in acquisition costs due to an increased number of profit sharing agreements. In 1999, profit sharing agreements existed in only two lines of business and in 2000 profit sharing agreements exist across all lines of business. In addition, the ratio increased over last year because net premiums earned are down this quarter due to a decrease in tailored risk solutions business as discussed in the premiums section. ACE Global Markets: The underwriting and administrative expense ratio decreased slightly from 41.3 percent in the June 1999 quarter to 38.1 percent in the June 2000 quarter due to lower acquisition costs resulting from a change in the mix of business and an increase in earned premiums. Administrative expenses are down in the June 2000 quarter when compared with the June 1999 quarter primarily because 1999 included certain restructuring expenses. ACE Global Reinsurance: The underwriting and administrative expense ratio increased from 21.1 percent in the June 1999 quarter to 35.7 percent in the June 2000 quarter due to increased expenses in connection with the expansion into Europe and the United States which to date are still building their infrastructure and have not contributed any written premiums. In addition, Tempest Re recognized less earned premiums in the June 2000 quarter due to an increase in the amount of reinsurance expense recognized. 24 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) ACE USA: The underwriting and administrative expense ratio for ACE USA declined from 33.0 percent for the June 1999 quarter to 22.5 percent for the June 2000 quarter. The June 1999 ratio relates solely to the ACE US Holdings group prior to the acquisition of ACE INA. However, the decline in the expense ratio was primarily driven by the increase in premiums earned from financial solutions contracts written and earned in the quarter. ACE International: The underwriting and administrative expense ratio for ACE International was 35.6 percent for the quarter. ACE INA was acquired on July 2, 1999; therefore, there are no comparative figures for this quarter. ACE Financial Services: The underwriting and administrative expense ratio for ACE Financial Services was 31.0 percent. ACE Financial Services was acquired on December 30, 1999; therefore, there are no comparative figures for this quarter. - - - -------------------------------------------------------------------------------- Net Investment Income Three Months Ended Percentage June 30 Change 2000 1999 From Prior ---- ---- Year (in millions of U.S. Dollars) ACE Bermuda $ 36 $ 48 (25%) ACE Global Markets 7 6 17% ACE Global Reinsurance 15 16 (5%) ACE USA 79 12 N.M. ACE International 23 - N.M. ACE Financial Services 25 - N.M. Other (4) 3 N.M. ------------- ------------- ------------- Total investment income $ 181 $ 85 113% ============= ============= ============= N.M. - not meaningful - - - -------------------------------------------------------------------------------- Net investment income increased by $96 million for the quarter ended June 2000 compared with the quarter ended June 1999. The primary reason for this is an increase in the size of investment assets resulting from the ACE INA and ACE Financial Services acquisitions during 1999. The rise in U.S. interest rates also had a positive impact on investment income during the quarter. ACE Bermuda: Net investment income decreased by 25 percent to $36 million for the June 2000 quarter compared with $48 million for 1999. The decrease is due to a reduction in investable asset base due to dividends paid at the end of December 1999. ACE Global Markets: Net investment income increased by 17 percent to $7 million compared with $6 million in 1999 as a result of the Company's increased participation in the Lloyd's syndicates it manages. ACE Global Reinsurance: Net investment income decreased by 5 percent to $15 million during the current quarter compared with $16 million in 1999. The investable asset base of Tempest Re declined in 1999 as Tempest Re paid dividends as well as claims related to 1999 catastrophes. ACE USA: Net investment income increased to $79 million for the June 2000 quarter compared with $12 million for 1999. The investment asset base of ACE USA was higher during the quarter ended June 2000 than during the quarter ended June 1999 due to the ACE INA acquisition. Net investment income for the current quarter includes both ACE US Holdings and the US operations of ACE INA which was acquired on July 2, 1999. Net investment income for the June 1999 quarter only reflects ACE US Holdings investment income. ACE International: Net investment income of $23 million represents the net investment income of the international operations of ACE INA which were acquired on July 2, 1999; therefore, there is no prior period comparison. ACE Financial Services: Net investment income of $25 million represents the net investment income of ACE Financial Services which was acquired on December 30, 1999; therefore, there is no prior period comparison. 25 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) - - - -------------------------------------------------------------------------------- Net Realized Gains (Losses) on Investments Three Months Ended June 30 2000 1999 ---- ---- (in millions of U.S. Dollars) Fixed maturities and short-term investments $ (18) $ (39) Equity securities 3 21 Financial futures and option contracts (17) 46 Other 5 1 Currency (3) (4) ---------------- --------------- Net realized gains (losses) $ (30) $ 25 ================ =============== - - - -------------------------------------------------------------------------------- The Company's investment strategy takes a long-term view and the portfolio is actively managed to maximize total return within certain specific guidelines, which minimize risk. The portfolio is reported at fair value. The effect of market movements on the investment portfolio will directly impact net realized gains (losses) on investments when securities are sold. Changes in unrealized gains and losses, which result from the revaluation of securities held, are reported as a separate component of accumulated other comprehensive income. The Company uses foreign currency forward and option contracts to minimize the effect of fluctuating foreign currencies on the value of non-U.S. dollar holdings currently held in the portfolio not specifically targeted to match the currency of liabilities. The contracts used are not designated as specific hedges and therefore, realized and unrealized gains and losses recognized on these contracts are recorded as a component of net realized gains (losses) in the period in which the fluctuations occur, together with net foreign currency gains (losses) recognized when non-U.S. dollar securities are sold. Sales proceeds for fixed maturity securities were generally lower than their amortized cost during the quarter. This resulted in net realized losses of $18 million being recognized on fixed maturities and short-term investments during the quarter ended June 2000 compared to net realized losses of $39 million for the quarter ended June 1999. Sales proceeds for equity securities were generally higher than their cost during the quarter, resulting in net realized gains of $3 million being recognized during the quarter compared to $21 million for the quarter ended June 1999. Certain of the Company's external managers of fixed income securities use fixed income futures contracts to manage duration exposure, and gains of $2 million were recognized on these during the quarter ended June 2000. Net realized losses generated by the Company's equity index futures contracts amounted to $19 million during the quarter ended June 2000. Total net realized losses attributable to the financial futures and option contracts amounted to $17 million during the current three months, compared to gains of $46 million for the three months ended June 1999. - - - ----------------------------------------------------------------------------- Other Expenses Three Months Ended June 30 2000 1999 ---- ---- (in millions of U.S. Dollars) Goodwill $ 19 $ 5 ============== ============== Interest expense $ 54 $ 4 ============== ============== - - - ----------------------------------------------------------------------------- 26 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) The increase in goodwill amortization for the June 2000 quarter is primarily the result of the amortization of goodwill with respect to the ACE INA and ACE Financial Services acquisitions. The amortization of goodwill generated from the ACE INA acquisition is approximately $14 million per quarter and the ACE Financial Services acquisition generates approximately $1 million of goodwill amortization per quarter. ACE INA was acquired July 2, 1999 and ACE Financial Services was acquired December 30, 1999; therefore, goodwill amortization related to these acquisitions are not included in the comparative amounts. The increase in interest expense for the June 2000 quarter is a result of the additional debt incurred by the Company in connection with the acquisition of ACE INA on July 2, 1999. Results of Operations - Six Months ended June 30, 2000 - - - -------------------------------------------------------------------------------- Net Income Six Months Ended June 30 2000 1999 ---- ---- (in millions of U.S. Dollars) Income excluding net realized gains on investments $ 267 $ 156 Net realized gains on investments (net of taxes) 21 42 ------------- --------- Net income $ 288 $ 198 ============= ========= - - - -------------------------------------------------------------------------------- Income excluding net realized gains on investments was $267 million for the six months ended June 2000 compared with $156 million for 1999. The increase was due primarily to the inclusion of the results of ACE INA and ACE Financial Services. Both of these operations were acquired after June 30, 1999. The increase was also partly due to better operating results at Tempest Re as a result of minimal catastrophe activity in the six month period ended June 2000. In the six month period ended June 1999, there were a large number of insured catastrophes that impacted Tempest Re's results. This was offset by a decrease in income excluding net realized gains on investments in ACE Bermuda, primarily due to lower investment income arising from a reduction in the investable asset base following dividend payments in December 1999. Net realized gains on investments (net of taxes) were $21 million for the six months ended June 2000 compared with $42 million for the six months ended June 1999. The realized gains in 2000 were generated primarily in ACE Bermuda and ACE International which realigned certain of their equity portfolios during the period. Net income for the six months ended June 2000 was $288 million compared with $198 million for the six months ended June 1999. The increase in net income was due primarily to the inclusion of the results of ACE INA and ACE Financial Services during the current period, as well as better results in Tempest Re, offset somewhat by a decline in net income at ACE Bermuda. 27 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) - - - --------------------------------------------------------------------------------------------- Premiums Six months ended % Change June 30 from 2000 1999 Prior Year ---- ---- (in millions of U.S. Dollars) Gross premiums written: ACE Bermuda $ 311 $ 302 3% ACE Global Markets 513 347 48% ACE Global Reinsurance 147 160 (8%) ACE USA 1,688 135 N.M. ACE International 1,057 - N.M. ACE Financial Services 231 - N.M. ------------------ ------------------ --------------- $ 3,947 $ 944 318% ================== ================== =============== Net premiums written: ACE Bermuda $ 265 $ 240 11% ACE Global Markets 374 266 41% ACE Global Reinsurance 133 158 (16%) ACE USA 919 69 N.M. ACE International 756 - N.M. ACE Financial Services 224 - N.M. ------------------ ------------------ --------------- $ 2,671 $ 733 264% ================== ================== =============== Net premiums earned: ACE Bermuda $ 186 $ 272 (32%) ACE Global Markets 280 190 48% ACE Global Reinsurance 58 74 (21%) ACE USA 846 50 N.M. ACE International 699 - N.M. ACE Financial Services 204 - N.M. ------------------ ------------------ --------------- $ 2,273 $ 586 288% ================== ================== =============== - - - --------------------------------------------------------------------------------------------- Gross premiums written for the six months ended June 2000 increased by $3 billion to $3.9 billion from $944 million for the same period last year. The inclusion of ACE INA and ACE Financial Services in the current six months following their acquisitions accounted for $2.8 billion of this increase. Net premiums written increased by $1.9 billion or 264 percent from $733 million for the six months ended June 1999 and net premiums earned increased by $1.7 billion or 288 percent from $586 million for the six months ended June 1999. As with gross premiums written, these increases were primarily the result of the inclusion of ACE INA and ACE Financial Services in the six months ended June 2000. On a pro forma comparable basis, including ACE INA and ACE Financial Services in 1999, gross and net premiums written for all segments combined increased by over 20 percent year over year. ACE Bermuda: Gross premiums written increased slightly from $302 million for the six months ended June 1999 to $311 million for the six months ended June 2000. Net premiums written increased from $240 million for the six months ended June 1999 to $265 million for the six months ended June 2000. This increase is primarily a result of increases in satellite, excess property, and tailored risk solutions premiums. Net premiums earned decreased from $272 million for the six months ended June 1999 to $186 million for the six months ended June 2000 due primarily to decreases in excess liability and tailored risk solutions. During the six months ended June 1999 ACE Bermuda had an increase in net premiums earned as a result of the commutation of a tailored risk solution contract which generated net premiums earned of $25 million and the writing of a significant tailored risk solution contract which generated one time net premiums earned of $77 million. The decreases in net premiums earned were partially offset by increases in property and political risk premiums. 28 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) ACE Global Markets: Gross premiums written increased 48 percent from $347 million for the six months ended June 1999 to $513 million for the six months ended June 2000. The reason for the increase is two-fold. ACE Global Markets increased its participation in the syndicates under management again in 2000. ACE's participation in 2000 is 84 percent of capacity. In addition, as already noted, the Company now records the results of the Lloyd's 2000 underwriting year on a current basis. Prior year underwriting results are still recorded one quarter in arrears but underwriting results should run off over the next several quarters. On a comparable basis, gross premiums written increased by approximately $20 million in 2000 compared with 1999. ACE Global Reinsurance: Gross premiums written decreased from $160 million for the six months ended June 1999 to $147 million for the six months ended June 2000. This decrease is due predominantly to a number of program restructurings and non- renewals. Net premiums written decreased from $158 million in the six months ended June 1999 to $133 million in the six months ended June 2000 primarily for the same reasons explained above for gross premiums written. Net premiums earned decreased from $74 million for the six months ended June 1999 to $58 million for the six months ended June 2000. This decrease is due to lower premium levels experienced as well as premium adjustments accrued on existing ceded programs resulting from increased international writings. ACE USA: Gross premiums written increased to $1.7 billion from $135 million for the six months ended June 1999 and net premiums written increased to $919 million from $69 million primarily because of the inclusion of the ACE INA domestic business in 2000. On a comparable basis, this segment showed growth year over year driven primarily by production gains in the large account unit, property, aerospace, the Westchester Specialty division, warranty and the USI division (US based multinational accounts). It is important to note that the inflow of financial solutions business is generally more sporadic than the more traditional lines of business and is not necessarily indicative of future trends. Net premiums earned increased from $50 million for the six months ended June 1999 to $846 million for the six months ended June 2000. The increase in net premiums earned is due to the inclusion of the ACE INA domestic business and for the reasons discussed above. ACE International: Gross premiums written were $1.1 billion for the six months ended June 2000. The growth in property and casualty business in ACE International was driven by an expanded product offering as ACE continues to gain acceptance by producers worldwide. Accident and health premiums have been flat year to date. ACE Financial Services: Gross premiums written for ACE Financial Services were $231 million for the six months ended June 2000. Net premiums written and earned were $223 million and $204 million respectively. This is the first year in which our financial results reflect the acquisition of ACE Financial Services, which was concluded on December 30, 1999. The Company's financial guaranty reinsurance business has witnessed historically high transactional volume despite slowing municipal and asset-backed markets due in part to rising interests rates. The financial risks reinsurance business has seen strong production in structured excess of loss financial guaranty and residential mortgage guaranty. 29 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) - - - -------------------------------------------------------------------------------- Six Months Ended June 30 2000 1999 ---- ---- Loss and loss expense ratio ACE Bermuda 71.2% 72.4% ACE Global Markets 55.6% 57.0% ACE Global Reinsurance 20.0% 103.1% ACE USA 74.6% 62.3% ACE International 58.4% - ACE Financial Services 70.9% - Consolidated 65.3% 70.4% Underwriting and administrative expense ratio ACE Bermuda 11.8% 10.4% ACE Global Markets 39.4% 39.8% ACE Global Reinsurance 28.3% 21.1% ACE USA 24.6% 34.3% ACE International 36.8% - ACE Financial Services 21.9% - Consolidated 30.4% 27.6% Combined Ratio ACE Bermuda 83.0% 82.8% ACE Global Markets 95.0% 96.8% ACE Global Reinsurance 48.3% 124.2% ACE USA 99.2% 96.6% ACE International 95.2% - ACE Financial Services 92.8% - Consolidated 95.7% 98.0% - - - -------------------------------------------------------------------------------- Underwriting results for all segments for the six months ended June 2000 are consistent with the Company's operating objective of achieving an underwriting profit. Following the acquisition of ACE INA, the Company initiated several cost reduction initiatives at ACE INA with a primary focus on ACE USA. These included staff reductions at ACE INA, outsourcing of the information technology operations at ACE USA and consolidating numerous ACE USA field offices. Losses and loss expenses increased substantially for the six months ended June 2000 to $1.5 billion compared with $412 million for the six months ended June 1999. This increase is primarily due to the inclusion of losses and loss expenses for ACE INA and ACE Financial Services following the acquisitions. The Company's loss and loss expense ratio decreased from 70.4 percent in 1999 to 65.3 percent in 2000. This decrease is primarily due to there being fewer catastrophes in the first six months of 2000 compared with a large number of catastrophes in the first six months of 1999. ACE Bermuda: The loss ratio for the six months ended June 2000 was relatively unchanged at 71. 2 percent, decreasing from 72.4 percent for the six months ended June 1999. ACE Global Markets: The loss ratio has decreased slightly over the past year from 57.0 percent for the six months ended June 1999 to 55.6 percent for the six months ended June 2000, reflecting a small change in the mix of business written. ACE Global Reinsurance: The loss ratio for this segment is directly impacted by the level of insured catastrophes. As a result, Tempest Re's loss ratio decreased to 20.0 percent compared with 103.1 percent in 1999. There were a significant number of catastrophes in 1999 when compared with the first six months of 2000. ACE USA: The loss ratio for ACE USA increased to 74.6 percent in 2000 compared with 62.3 percent in 1999. This increase is primarily because the domestic business of ACE INA has historically had a loss ratio in excess of ACE US Holdings. The six months ended June 1999 ratio relates solely to the ACE US Holdings group prior to the acquisition of ACE INA. 30 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) ACE International: The loss ratio for the six months ended June 2000 was 58.4 percent. ACE INA was acquired on July 2, 1999; therefore, there are no comparative figures for this quarter. ACE Financial Services: The loss ratio for the six months ended June 2000 for ACE Financial Services was 70.9 percent. ACE Financial Services was acquired on December 30, 1999; therefore, there are no comparative figures for this quarter. Underwriting and administrative expenses As with losses and loss expenses, total underwriting and administrative expenses increased significantly from $162 million for the six months ended June 1999 to $691 million for the six months ended June 2000 primarily due to the inclusion of ACE INA and ACE Financial Services following the acquisitions. The underwriting and administrative expense ratio increased to 30.4 percent from 27.6 percent. ACE Bermuda: The underwriting and administrative expense ratio increased from 10.4 percent in 1999 to 11.8 percent in 2000. The key factor influencing the increase was increased acquisition costs due to increased profit sharing contracts. These increases are offset by the transfer of certain expenses to ACE Limited following the realignment of certain business functions to the holding company in addition to reductions in other expenses. ACE Global Markets: The underwriting and administrative expense ratio remained relatively unchanged at 39.4 percent compared to 39.9 percent for the six months ended June 1999. ACE Global Reinsurance: The underwriting and administrative expense ratio increased from 21.1 percent in 1999 to 28.3 in 2000 due to increased expenses in connection with the expansion into Europe and the United States. In addition, Tempest has taken advantage of the favorable pricing to increase its use of retrocessional coverage thereby decreasing its net earned premiums. ACE USA: The underwriting and administrative expense ratio for ACE USA declined from 34.3 percent in 1999 to 24.6 percent in 2000. The ratio for the six months ended June 1999 relates solely to the ACE US Holdings group prior to the acquisition of ACE INA. The increase in premiums earned from financial solutions contracts written and earned during the current period contributed to the decline in the expense ratio. ACE International: The underwriting and administrative expense ratio of ACE International was 36.8 percent for the current six months. ACE INA was acquired on July 2, 1999; therefore, there are no comparative figures for the six months ended June 1999. ACE Financial Services: The underwriting and administrative expense ratio of ACE Financial Services was 21.9 percent. ACE Financial Services was acquired on December 30, 1999; therefore, there are no comparative figures for the six months ended June 1999. 31 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) - - - -------------------------------------------------------------------------------- Net Investment Income Six Months Ended Percentage June 30 Change From Prior 2000 1999 Year ---- ---- (in millions of U.S. Dollars) ACE Bermuda $ 72 $ 97 (26%) ACE Global Markets 16 13 21% ACE Global Reinsurance 30 32 (7%) ACE USA 162 25 N.M. ACE International 45 - N.M. ACE Financial Services 47 - N.M. Other (8) 5 N.M. ----------- ------------ -------------- Total investment income $ 364 $ 171 113% ============ ============= ============== N.M. - not meaningful - - - -------------------------------------------------------------------------------- Net investment income increased by $193 million for the six months ended June 2000 compared with the six months ended June 1999. The primary reason for this is an increase in the size of investment assets resulting from the ACE INA and ACE Financial Services acquisitions during 1999. The rise in U.S. interest rates had a positive impact on investment income during the six months ended June 2000. ACE Bermuda: Net investment income decreased by 26 percent to $72 million in 2000 compared with $97 million in 1999. This decrease is primarily due to a reduction in investable asset base due to dividends paid at the end of December 1999. ACE Global Markets: Net investment income increased by 21 percent to $16 million compared with $13 million in 1999 as a result of the Company's increased participation in the Lloyd's syndicates it manages. ACE Global Reinsurance: Net investment income decreased slightly to $30 million during the six months ended June 2000 compared with $32 million in the first six months of 1999. The investable asset base of Tempest Re declined in 1999 as Tempest Re paid dividends and paid claims related to 1999 catastrophes. ACE USA: Net investment income increased to $162 million in 2000 compared with $25 million in 1999. The investment asset base of ACE USA was higher during the six months ended June 2000 than during the six months ended June 1999 due to the ACE INA acquisition. Net investment income for the current year includes both ACE US Holdings and the US operations of ACE INA which was acquired on July 2, 1999. Net investment income for 1999 only reflects ACE US Holdings investment income. ACE International: Net investment income of $45 million represents the net investment income of the international operations of ACE INA which were acquired on July 2, 1999; therefore, there is no prior period comparison. ACE Financial Services: Net investment income of $47 million represents the net investment income of ACE Financial Services which was acquired on December 30, 1999; therefore, there is no prior period comparison. 32 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) - - - -------------------------------------------------------------------------------- Net Realized Gains (Losses) on Investments Six Months Ended June 30 2000 1999 ---- ---- (in millions of U.S. Dollars) Fixed maturities and short-term investments $ (58) $ (32) Equity securities 93 28 Financial futures and option contracts (8) 50 Other 7 2 Currency (7) (5) ------------- ------------- Net realized gains $ 27 $ 43 ============= ============= - - - -------------------------------------------------------------------------------- Sales proceeds for fixed maturity securities were generally lower than their amortized cost during the six months ended June 2000. This resulted in net realized losses of $58 million being recognized on fixed maturities and short-term investments during the six months ended June 2000 compared to net realized loss of $32 million for the six months ended June 1999. Sales proceeds for equity securities were generally higher than their cost during the six months ended June 2000, resulting in net realized gains of $93 million being recognized during the period compared to $28 million for the six months ended June 1999. Certain of the Company's external managers of fixed income securities use fixed income futures contracts to manage duration exposure, and losses of $2 million were recognized on these during the six months ended June 2000. Net realized losses generated by the Company's equity index futures contracts amounted to $6 million during the six months ended June 2000. Total net realized losses attributable to the financial futures and option contracts amounted to $8 million during the six months ended June 2000, compared to gains of $50 million for the six months ended June 1999. - - - ---------------------------------------------------------------------------- Other Expenses Six Months Ended June 30 2000 1999 ---- ---- (in millions of U.S. Dollars) Goodwill $ 39 $ 9 ================ =============== Interest expense $ 111 $ 9 ================ =============== - - - ---------------------------------------------------------------------------- The increase in goodwill amortization in the six months ended June 2000 is primarily the result of the amortization of goodwill with respect to the ACE INA and ACE Financial Services acquisitions. ACE INA was acquired July 2, 1999 and ACE Financial Services was acquired December 30, 1999, therefore, goodwill amortization related to these acquisitions are not included in the comparative amounts. The increase in interest expense for the six months ended June 2000 is a result of the additional debt incurred by the Company in connection with the acquisition of ACE INA on July 2, 1999. CONSOLIDATED FINANCIAL POSITION Total assets at June 30, 2000 were relatively unchanged at $30.2 billion compared with $30.1 billion at December 31, 1999. 33 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) At June 30, 2000, total investments and cash decreased to $12.5 billion, compared to $12.9 billion at December 31, 1999. This reduction is partly due to the decline in market value of fixed maturity securities because of interest rate increases. In addition, the Company used approximately $100 million of internal funds to repay short-term debt and had negative cash flow from operations of approximately $200 million. The Company's investment portfolio is structured to provide a high level of liquidity to meet insurance related or other obligations. The consolidated investment portfolio is externally managed by independent professional investment managers and is invested primarily in high quality investment grade marketable fixed income and equity securities, the majority of which trade in active, liquid markets. The Company maintains loss reserves for the estimated unpaid ultimate liability for losses and loss expenses under the terms of its policies and agreements. The reserve for unpaid losses and loss expenses of $16.7 billion at June 30, 2000 includes $9.4 billion of case and loss expense reserves. While the Company believes that its reserve for unpaid losses and loss expenses at June 30, 2000 are reasonable, future developments may result in ultimate losses and loss expenses significantly greater or less than the reserve provided. One of the ways the Company manages its loss exposure is through the use of reinsurance. While reinsurance arrangements are designed to limit losses from large exposures and to permit recovery of a portion of direct losses, reinsurance does not relieve the Company of its liability to its insureds. Accordingly, the Company's loss reserves represent total gross losses and reinsurance recoverable represents anticipated recoveries of a portion of those losses as well as amounts recoverable from reinsurers with respect to claims which have already been paid by the Company. The Company's reinsurance recoverables were approximately $8.6 billion and $8.8 billion at June 30, 2000 and December 31, 1999, net of allowances for unrecoverable reinsurance of $720 million and $758 million, respectively. The allowance for unrecoverable reinsurance is required principally due to the failure of reinsurers to indemnify the Company, primarily because of disputes under reinsurance contracts and insolvencies. Reinsurance disputes continue to be significant, particularly on larger and more complex claims, such as those related to asbestos and environmental pollution (discussed below) and London reinsurance market exposures. Allowances have been established for amounts estimated to be uncollectible. Included in the Company's liabilities for losses and loss expenses are liabilities for asbestos environmental and latent injury damage claims and expenses ("A&E claims"). These liabilities include provision for both reported and IBNR claims. These claims are principally related to claims arising from remediation costs associated with hazardous waste sites and bodily injury claims related to asbestos products and environmental hazards. LIQUIDITY AND CAPITAL RESOURCES As a holding company, ACE's assets consist primarily of the stock of its subsidiaries as well as other investments. In addition to investment income, its cash flows currently depend primarily on dividends or other statutorily permissible payments from its Bermuda-based operating subsidiaries (the "Bermuda subsidiaries"). There are currently no legal restrictions on the payment of dividends from retained earnings by the Bermuda subsidiaries as the minimum statutory capital and surplus requirements are satisfied by the share capital and additional paid-in capital of each of the Bermuda subsidiaries. However, the payment of dividends or other statutorily permissible distributions by the Bermuda subsidiaries is subject to the need to maintain shareholder's equity at a level adequate to support the level of insurance and reinsurance operations. During the six months ended June 30, 2000, ACE Bermuda declared dividends of $81 million. During the year ended December 31, 1999, ACE Bermuda and Tempest Re declared dividends of $726 million and $316 million, respectively. 34 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) The payment of any dividends from ACE Global Markets or its subsidiaries would be subject to applicable United Kingdom insurance law including those promulgated by the Society of Lloyd's. No dividends were received from ACE Global Markets during fiscal 1999 or during the first six months of fiscal 2000 and the Company does not anticipate receiving dividends from ACE Global Markets during the remainder of fiscal 2000. ACE INA has issued debt to provide partial financing for the ACE INA acquisition and for other operating needs. Cash flow requirements to service this debt are expected to be met primarily by upstreaming dividend payments from ACE INA's insurance subsidiaries. During the six months ended June 30, 2000, INA Holdings received dividends of $50 million from its subsidiaries. Under various U.S. insurance laws to which ACE INA's U.S. insurance subsidiaries are subject, ACE INA's U.S. insurance subsidiaries may pay a dividend only from earned surplus subject to the maintenance of a minimum capital requirement, without prior regulatory approval. ACE INA's international subsidiaries are also subject to various insurance laws and are also subject to regulations in the countries in which they operate. These regulations include restrictions that limit the amount of dividends that can be paid without prior approval of the insurance regulatory authorities. No dividends have been received by ACE Limited from ACE INA during the six months ended June 30, 2000. The Company's consolidated sources of funds consist primarily of net premiums written, investment income, and proceeds from sales and maturities of investments. Funds are used primarily to pay claims, operating expenses and dividends and for the purchase of investments. The Company's insurance and reinsurance operations provide liquidity in that premiums are normally received substantially in advance of the time claims are paid. The Company's consolidated net cash flow from operating activities was $(204) million for the six months ended June 30, 2000, compared with $71 million for the six months ended June 30, 1999. Cash flows are affected by claim payments, which due to the nature of the Company's operations, may comprise large loss payments on a limited number of claims and therefore can fluctuate significantly from year to year. The irregular timing of these loss payments, for which the source of cash can be from operations, available net credit facilities or routine sales of investments, can create significant variations in cash flows from operations between periods. Loss and loss expense payments amounted to $1.7 billion and $532 million for the six months ended June 30, 2000 and 1999, respectively. The substantial increase in loss and loss expense payments is a result of the inclusion of paid losses from ACE INA. For the year ended December 31, 1999 and fiscal years ended September 30, 1998 and 1997, net losses and loss expense payments amounted to $2.4 billion, $584 million and $422 million respectively. On July 2, 1999, the Company completed the ACE INA acquisition for $3.45 billion in cash. The Company partially financed the transaction with commercial paper issuance with a current annualized cost in the range of 6.5 to 7.0 percent. The commercial paper offerings are backed by line of credit facilities, which were originally arranged in connection with the ACE INA Acquisition. In August 1999, commercial paper issuance noted above was reduced using the net proceeds of an $800 million senior debt issuance. In December 1999, the commercial paper outstanding was reduced using the net proceeds from the issuance of $300 million in aggregate principal amount of unsecured subordinated notes maturing in December 2009, and the net proceeds of a $100 million trust preferred securities issue. These trust preferred securities mature on December 31, 2029, but the due date may be extended through December 31, 2048. Distributions on the trust preferred securities are payable quarterly at a rate of 8.875 percent. The sole assets of the trust consist of subordinated debentures of ACE INA. The Company has guaranteed the payment obligations with respect to the trust preferred securities and underlying subordinated indenture. On March 31, 2000 the commercial paper outstanding was reduced using the net proceeds from the issuance of $300 million in capital securities. These capital securities mature on April 1, 2030, and the due date may not be extended. 35 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) Distributions on the capital securities are payable semi-annually at a rate of 9.70 percent. The sole assets of the trust consist of subordinated debentures of ACE INA. The Company has guaranteed the payment obligations with respect to the capital securities and underlying subordinated indenture. The interest payments on the senior debt, the unsecured subordinated notes, the trust preferred securities and the capital securities which were all issued by ACE INA, are tax deductible. On April 12, 2000, the Company's commercial paper outstanding was reduced using the net proceeds from the issuance of $300 million FELINE PRIDES which consist of a share of the Company's 8.25 percent Cumulative Redeemable Preferred Shares, Series A, liquidation value $50 per share, and a purchase contract which requires the holder to purchase on May 16, 2003 for $50 a number of the Company's ordinary shares determined as provided in the purchase contract. On May 8, 2000, exercise of the underwriters' over-allotment option with respect to the offering of the FELINE PRIDES resulted in additional net proceeds of $11 million which was used to reduce the Company's commercial paper borrowings. The Preferred Shares are mandatorily redeemable by the Company on June 16, 2003. Under the purchase contracts, a minimum of 11.8 million ordinary shares and a maximum of 16.4 million ordinary shares of the Company will be issued. During the quarter, an additional $103 million of the Company's outstanding commercial paper was repaid from internally generated funds. The issuance of the FELINE PRIDES represents the last step in securing permanent financing related to the ACE INA acquisition. Any remaining commercial paper will either remain outstanding, be repaid from internal cash flow or be refinanced over time. On December 30, 1999, the Company completed the acquisition of ACE Financial Services for aggregate consideration of $110 million in cash and approximately 20.8 million ACE ordinary shares. The cash used to finance the acquisition was generated from internal sources. On January 14, 2000 and April 14, 2000 the Company paid quarterly dividends of 11 cents per share to shareholders of record on December 31, 1999 and March 31, 2000 respectively. On July 14, 2000 the Company paid a quarterly dividend of 13 cents per share to shareholders of record on June 30, 2000. The declaration and payment of future dividends is at the discretion of the Board of Directors and will be dependent upon the profits and financial requirements of the Company and other factors, including legal restrictions on the payment of dividends and such other factors as the Board of Directors deems relevant. Fully diluted book value per share was $20.81 at June 30, 2000, compared with $20.28 at December 31, 1999. Both internal and external forces influence the Company's financial condition, results of operations and cash flows. Claim settlements, premium levels and investment returns may be impacted by changing rates of inflation and other economic conditions. In many cases, significant periods of time, ranging up to several years or more, may elapse between the occurrence of an insured loss, the reporting of the loss to the Company and the settlement of the Company's liability for that loss. The Company believes that its cash balances, cash flow from operations, routine sales of investments and the liquidity provided by its credit facilities (discussed below) are adequate to meet the Company's expected cash requirements. 36 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (cont'd.) Credit facilities In May 2000, the Company renewed certain syndicated credit facilities. Each facility requires that the Company and/or certain of its subsidiaries maintain specific covenants, including a consolidated tangible net worth covenant and a maximum leverage covenant. The facilities provide: o An $800 million, 364-day revolving credit facility with ACE Limited and various subsidiaries as borrowers and guarantors. This facility is for general corporate purposes. o A $250 million, five-year revolving credit facility with ACE Limited and various subsidiaries as borrowers and guarantors. This facility is for general corporate purposes and permits both loans and letters of credit. Each of the above facilities may be used as commercial paper recourse facilities. Tempest Re also maintains an uncollateralized, syndicated revolving credit facility in the amount of $72.5 million, which is guaranteed by the Company. At June 30, 2000, no amounts have been drawn down under this facility. As of June 30, 2000 ACE Financial Services was party to a credit facility with a syndicate of banks pursuant to which the syndicate provides up to $120 million specifically designed to provide rating agency qualified capital to further support ACE Financial Services claims-paying resources. The limit on this credit facility was increased from $100 million to $120 million during the quarter. The facility expires in January 2006. ACE Financial Services has not borrowed under this credit facility. In August 1996, ACE Financial Services entered into a credit agreement for the provision of a $25 million loan, which was available for general corporate purposes. As of June 30, 2000, this facility had been cancelled and replaced with a $25 million loan under the group's 5-year syndicated credit facility as described above. In November 1998, the Company arranged a syndicated, partially collateralized, five-year LOC facility in the amount of (pound)270 million (approximately $411 million) to fulfill the requirements of Lloyd's for the 1999 year of account. This LOC facility requires that the Company and/or certain of its subsidiaries continue to maintain certain covenants, including a minimum consolidated tangible net worth covenant and a maximum leverage covenant. On June 30, 1999, certain terms of this LOC facility were renegotiated and the facility is now uncollateralized. The facility was renewed in November 1999 at an increased amount of (pound)290 million (approximately $441 million) to fulfill the requirements of Lloyd's for the 2000 year of account. ACE Financial Services maintains a (pound)48 million (approximately $73 million) unsecured letter of credit facility with a bank to fulfill their requirements at Lloyd's. In September 1999, the Company along with ACE Bermuda and Tempest Re as Account Parties and Guarantors arranged a syndicated, one-year LOC facility in the amount of $430 million for general business purposes, including the issuance of (re)insurance letters of credit. This LOC facility requires that the Company and/or certain of its subsidiaries continue to maintain certain covenants, including a minimum consolidated tangible net worth covenant and a maximum leverage covenant. 37 ACE LIMITED PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 1. Exhibits. 10.1 Amended and Restated Five Year Credit Agreement among ACE Limited, ACE Bermuda Insurance Company Ltd., ACE INA Holdings, Inc. and ACE Financial Services, Inc., Mellon Bank, N.A., Bank of America, N.A. and The Chase Manhattan Bank, dated May 8, 2000. 10.2 Amended and Restated 364 Day Credit Agreement among ACE Limited, ACE Bermuda Insurance Ltd., Tempest Reinsurance Company Ltd., ACE INA Holdings Inc., ACE Guaranty Re Inc., Bank of America, N.A., The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York dated May 8, 2000. 27. Financial Data Schedule 38 SIGNATURES Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ACE LIMITED -------------------------------------------- August 14, 2000 Brian Duperreault -------------------------------------------- Brian Duperreault Chairman and Chief Executive Officer August 14, 2000 Robert Blee -------------------------------------------- Robert A. Blee Chief Accounting Officer 39 EXHIBIT INDEX Exhibit Description Numbered Number Page 10.1 Amended and Restated Five Year Credit Agreement among ACE Limited, ACE Bermuda Insurance Company Ltd., ACE INA Holdings, Inc. and ACE Financial Services, Inc., Mellon Bank, N.A., Bank of America, N.A. and The Chase Manhattan Bank, dated May 8, 2000. 10.2 Amended and Restated 364 Day Credit Agreement among ACE Limited, ACE Bermuda Insurance Ltd., Tempest Reinsurance Company Ltd., ACE INA Holdings Inc., ACE Guaranty Re Inc., Bank of America, N.A., The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York dated May 8, 2000. 27. Financial Data Schedule. 40